Management without mandate (GoA)

Definition and legal basis:

Management without mandate (GoA) is a legal obligation that is regulated in Sections 677-687 of the German Civil Code (BGB). It exists when someone (the managing director) carries out a transaction for another (the principal) without being commissioned or otherwise authorized to do so. The GoA serves as a catch-all provision for situations in which someone acts in the interest of another without a contractual basis.

Requirements of the GoA:

1. agency: Any actual, legal or similar activity in the interest of another. 2. third-party nature of the transaction: The transaction must at least also be third-party, i.e. fall within the legal or interest sphere of another party. 3. intention to manage a third-party business: The managing director must act with the intention of managing a third-party business. 4. absence of mandate or other authorization: There must be no contractual or legal obligation to manage the business.

Types of GoA:

1. authorized GoA (§§ 677, 683, 670 BGB): The assumption of the management corresponds to the interest and the real or presumed will of the principal. 2. unauthorized GoA (§ 684 BGB): The assumption of the management of the business contradicts the interest or the will of the principal. 3. erroneous own management (§ 687 Para. 1 BGB): The managing director mistakenly considers a third-party transaction to be his own. 4. presumptuous own management (§ 687 Para. 2 BGB): The managing director knows that the transaction is external but treats it as his own.

Legal consequences:

– In the case of justified GoA: claim of the managing director for reimbursement of expenses (Sections 683, 670 BGB) and release from liabilities incurred. – In the case of unjustified GoA: Enrichment claims of the principal (§ 684 BGB). – In the case of unauthorized self-management: claims for restitution by the principal (Section 687 (2) BGB).

Practical significance:

The GoA is used in various areas of life, e.g: – Assistance in emergency situations – Taking care of other people’s affairs in their absence – Carrying out repairs to other people’s property – Paying other people’s debts

Delimitation:

The GoA is to be distinguished from: – Contractual obligations (in particular contracts and agency) – Enrichment law (§§ 812 ff. BGB) – Negotiorum gestio in Roman law (historical predecessor)

Current developments:

Case law is constantly developing the application of the GoA, in particular with regard to: – Differentiation from contractual agency – Application in the area of digital services – Relationship to the law of unjust enrichment in the case of unauthorized management The GoA remains an important legal institution for regulating situations in which someone acts in the interests of another without a contractual basis. Its flexible application makes it possible to find solutions that are in the best interests of the parties in a wide variety of situations.